Beneficial ownership and transparency: the 25% test, the internal and central registers, the 14-day update rule, nominees, foreign companies, annual confirmation and the penalties under Law N° 019/2023

Why beneficial ownership matters in Rwanda

Rwanda introduced a full beneficial ownership regime for companies on 30 March 2023, when Law N° 019/2023 of 30/03/2023 amending Law N° 007/2021 of 05/02/2021 governing companies (published in the Official Gazette n° Special Bis of 30/03/2023) replaced Article 116 of the Companies Law and inserted Articles 116 bis, 116 ter and 354 bis. The next day the Registrar General issued Instructions N° 001/2023/RG of 31/03/2023 determining the threshold for identification of the beneficial owner of a company and of a partnership, and the Office of the Registrar General (ORG) at the Rwanda Development Board (RDB) published Beneficial Ownership Guidelines in March 2023. Together they make the identity of the natural persons behind every company a matter of record, held both by the company and centrally by the Registrar General.

The regime exists because Rwanda's tax-transparency and anti-money-laundering commitments require it. The OECD Global Forum on Transparency and Exchange of Information for Tax Purposes, reviewing the law as it stood on 22 July 2024 in its November 2024 Phase 1 report, found the legal framework for beneficial ownership "in place", while recommending a method for identifying the owners of companies limited by both shares and guarantee and noting that persons with anti-money-laundering obligations have no duty to report discrepancies to the register. For a foreign investor the practical consequence is simple: no Rwandan company can be incorporated, keep its registration in good standing, open a bank account or be sold without its beneficial owners being identified, documented and kept up to date.

Who is a beneficial owner: the three limbs and the fallbacks

Article 2, 40°, of the Companies Law as amended defines the beneficial owner as the natural person or persons who ultimately own or control a legal entity or arrangement, or the natural person on whose behalf a transaction is conducted. Article 116 bis then sets the operative test. A natural person, acting alone or together with another person, is a beneficial owner if he or she meets at least one of three conditions: (1) he or she holds shares or exercises voting rights, directly or indirectly, meeting the threshold set by the Registrar General; (2) he or she holds a right, directly or indirectly, to appoint or remove a majority of the directors; or (3) he or she exercises significant influence or control, directly or indirectly, over the company.

Two fallbacks follow. Where no individual meets the threshold, or where the company secretary doubts the accuracy of the beneficial owner identified, the beneficial owner is the natural person who exercises control through other means. Where no natural person can be identified under either rule, the person who holds a senior managerial position in the company must be recorded as the beneficial owner. The test always ends with a human being: a holding company, a fund, a trust or a State entity is never itself the beneficial owner, although the register records the chain through which control passes.

Instructions N° 001/2023/RG fix the threshold at 25% of the shares or of the voting rights, held directly or indirectly; for a partnership the test is 25% of the capital contribution. For a protected cell company the threshold is applied to the company as a whole and separately to each cell and to the core. The Instructions refer to direct and indirect holdings; the text reviewed for this guide does not prescribe a particular arithmetic for indirect chains, so the usual approach of multiplying percentages along the chain, used in the worked example below, should be checked against the Registrar General's current guidance for any complex structure. The second and third limbs apply whatever the percentage, so a 10% shareholder with a right to appoint the majority of the board, or a lender whose covenants give it control of strategy, may be a beneficial owner.

The internal register: what it contains and who keeps it

Article 116 as amended requires the company secretary to maintain an internal register of beneficial owners at the company's registered office. Where the company has no secretary, which is common because a private company is not obliged to appoint one (Article 172 as amended), the reference to the secretary is read as a reference to the board of directors. Every member or shareholder must make, or cause to be made, the entry relating to his or her own membership or shares, so the duty to supply information rests on shareholders as well as on the company.

For each beneficial owner the register records eleven items: names; residential, business, postal and email addresses; telephone number; nationality; date of birth; taxpayer identification number; the date on which the person became a beneficial owner; the nature and extent of the ownership interest; the nature and extent of the control exercised; the date on which the person ceased to be a beneficial owner; and, where a class of beneficial owners is so large that it is not reasonably practicable to identify each member, information sufficient to identify and describe the class. The ORG's published practice asks for supporting documents: a national identity card or passport, proof of residence and occupation, the share certificate, the articles of association or a shareholders' agreement showing voting rights, and proof of any management role. Forms are supplied as spreadsheets and filings are made on the ORG's beneficial ownership portal (bo.rdb.rw).

The company secretary, or the board, files a copy of the internal register with the Registrar General and informs the Registrar General of any change within 14 days of the change. The beneficial ownership information of a dormant company must also be maintained and disclosed to the Registrar General every year. The ORG's practice, reflected on its beneficial ownership page, is to file at registration, on every change, and to confirm the information at each year end; the annual return under Article 143 (Compliance calendar after registration) must itself include the details of the beneficial owners and the nature of the interest held (Article 143, 15°).

Nominees, trusts, partnerships and other arrangements

Nominee arrangements are lawful but transparent. Article 116 as amended requires a nominee shareholder or nominee director to hold information identifying his or her nominator and the natural person on whose behalf the nominee is ultimately acting, and to disclose it to the company for entry in the register. A corporate services provider holding shares for a client, or a director appointed to represent a fund, must therefore pass the identity of the person behind the arrangement to the company, which records it.

The same philosophy runs through the other vehicles. Partnerships under Law N° 008/2021 of 16/02/2021 governing partnerships, as amended by Law N° 018/2023 of 30/03/2023, are covered by the same Instructions, with the 25% test applied to capital contributions. The Beneficial Ownership Guidelines extend the duties to trustees under Law N° 063/2021 of 14/10/2021 governing trusts and to foundations under Law N° 059/2021 of 14/10/2021 governing foundations. Cooperatives keep their own internal beneficial ownership register under Article 75 of Law n° 057/2024 of 20/06/2024 governing cooperatives in Rwanda. A foreign investor holding a Rwandan company through a trust, a foundation or a partnership should map the whole chain once, record the individuals at the top, and keep the documents ready for the bank and the Registrar General alike.

The central register, verification and who can see it

Article 116 ter requires the Registrar General to establish and keep a central register of beneficial owners, in any form that allows the information to be inspected and a legible copy to be produced. The Registrar General verifies the accuracy of the information submitted by companies and may require any person to submit information and documents that enable verification. Under Article 354 bis the Registrar General may issue guidelines or instructions on the implementation of the beneficial ownership provisions, which is the source of the 2023 Instructions and Guidelines.

Access is the point on which Rwanda differs from some European registers. Article 116 ter states only that competent authorities have access to the central register, and the Guidelines refer to competent-authority access; no public search facility for beneficial ownership data was found as at October 2026. The anti-money-laundering law, Law N° 001/2025 of 22/01/2025 on the prevention and punishment of money laundering, terrorist financing and the financing of proliferation of weapons of mass destruction, expects registry information to be accurate and accessible in a timely manner (Article 35), and banks and other reporting persons identify and verify the beneficial owners of their corporate customers themselves at the 25% level (Anti-money-laundering and sanctions compliance). An investor should expect the same individuals to be identified, with the same documents, by the Registrar General, the bank, the Rwanda Revenue Authority (RRA) and, in regulated sectors, the licensing regulator: the banking law, Law N° 044/2024 of 30/05/2024 governing banks, for example, makes declaration of the beneficial owner a precondition of a banking licence (Article 8).

Article 120 as amended protects legal professional privilege: nothing compels an advocate or legal adviser to produce an item subject to privilege, which covers confidential communications made to seek or give legal advice or for existing or contemplated proceedings. The same article provides that a person who discloses information to a competent authority or to the Registrar General in fulfilling these requirements is not in breach of any statutory or contractual confidentiality obligation, so a confidentiality clause in a shareholders' agreement is no reason to withhold information from the register.

Foreign companies and branches

The regime is not confined to Rwandan-incorporated companies. A foreign company registering a place of business in Rwanda must state the particulars of its shareholders and its beneficial ownership information in the application under Article 247 as amended, and under Article 252 as amended its directors deliver every year a list of shareholders with their names, addresses, tax or other identification numbers and the number of shares held, together with the particulars of its beneficial owners. A listed multinational with a dispersed shareholding will often have no individual at 25%, and the fallback rules then lead to the persons who control it by other means or, failing them, its senior managers; the filing should explain the basis on which the individuals were identified. The branch regime as a whole is covered in Branches of foreign companies.

Sanctions: administrative fines and criminal offences

The ORG imposes administrative sanctions under the Companies Law (Article 338), and the fines are paid into the public treasury. A company that fails or delays to provide the Registrar General with complete, accurate or updated information or documents commits a fault fined FRW 200,000 to FRW 500,000 (Article 327 as amended). A company that fails to keep its records or to update them as the law requires, which includes the internal register, is fined FRW 500,000 to FRW 2,000,000 (Article 326 as amended). The company secretary or other competent person who fails to disclose beneficial ownership information, or information requested by a competent authority under the law or a court order, is personally fined FRW 500,000 to FRW 1,000,000 (Article 333). Under Article 337 a recidivist company faces double sanctions or withdrawal of its licence, and the directors involved face double fines.

The criminal offence is reserved for deliberate concealment. Under Article 352 as amended, a member or shareholder who is required to disclose information on the shares he or she holds and gives false or deceitful information on shareholding or beneficial ownership is liable on conviction to imprisonment of three to five years and a fine of FRW 5,000,000 to FRW 10,000,000. Some secondary commentaries on the 2023 law give a lower term of imprisonment; the Gazette text is the one stated here. The OECD's 2024 review also reports that Article 118 allows a company to restrict or cancel the interests of a person who fails to comply, which gives co-shareholders a remedy against a holder who will not disclose. Enforcement is real: the same review records that inspections found 159 of 232 companies inspected non-compliant with record-keeping duties, and that 7,810 companies had been removed from the register by 30 June 2024.

How to set up and keep the beneficial ownership file

1. Map the chain to the individualsDraw the ownership and control structure from the Rwandan company up to every natural person, recording percentages of shares and votes at each level, board-appointment rights, vetoes, nominee arrangements, trusts and any lender or investor rights that amount to control.
2. Apply the three limbs and the fallbacksMark each individual reaching 25% of shares or votes, directly or indirectly; each person with a right to appoint or remove a majority of the board; and each person with significant influence or control. If nobody qualifies, identify who controls by other means, and failing that, the senior managing official.
3. Collect the documentsObtain each person's identity card or passport, proof of residence and occupation, and the share certificates, articles, shareholders' agreement or board minutes that evidence the ownership or control. Foreign documents generally need notarisation or an apostille and, if not in Kinyarwanda, English or French, a certified translation.
4. Enter the internal register and file at registrationRecord the eleven items in Article 116 for each beneficial owner and file the information with the Registrar General through the ORG beneficial ownership portal (bo.rdb.rw) as part of the incorporation application under Article 19.
5. Build a 14-day change triggerRequire every shareholder, in the articles or the shareholders' agreement, to notify the company promptly of any change of ownership or control up the chain, so that the secretary or board can update the register and inform the Registrar General within 14 days.
6. Confirm every yearConfirm or update the beneficial ownership information at each year end and in the annual return filed in the month allocated by the Registrar General, including for a dormant company.